Exhibit 10.1

PATENT ASSIGNMENT AND LICENSE-BACK AGREEMENT*

This Patent Assignment and License-Back Agreement (“ Agreement ”), dated as of June 27, 2019 (the “ Effective Date ”), is by and between GTX Corp, a Nevada corporation, with offices located at 117 W. 9th Street, Suite 1214, Los Angeles, California 90015 (“ ASSIGNOR ”), and Inpixon, a Nevada corporation, with offices located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 (“ ASSIGNEE ”) (collectively, the “ Parties ,” or each, individually, a “ Party ”).

WHEREAS , the Parties made and entered into that certain Asset Purchase Agreement dated as of June 27, 2019 (the “ APA ”), into which this Agreement is fully incorporated, and any capitalized terms used herein and not otherwise defined shall have the meanings set forth in the APA;

WHEREAS , ASSIGNOR owns all right, title, and interest in and has the right to assign to ASSIGNEE the U.S. patents described in Annex A (“ Assigned Patents ”), hereby incorporated by reference as if fully set forth herein;

WHEREAS , ASSIGNEE wishes to grant ASSIGNOR a perpetual license-back to US Patent No. 9,910,862, issued March 6, 2018, along with all patents issuing from this patent, including all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, patent-filings within priority chains thereof, and patent filings claiming priority to patent filings in such priority chains, whether US or foreign, and renewals of any of the foregoing (which collectively are referenced hereafter as the “ Server Patent ”), which is referenced in Annex A, under the terms and conditions set out in this Agreement; and

NOW THEREFORE , for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ASSIGNMENT

ASSIGNOR does hereby acknowledge the sale, assignment, and transfer to ASSIGNEE, its lawful successors and assigns of the entire right, title and interest in and to the Assigned Patents, together with the inventions described therein, and any extensions, reissues, substitutes, divisions, renewals, continuations, continuations-in-part, patent-filings within priority chains thereof, and patent filings claiming priority to patent filings in such priority chains, whether US or foreign, the same to be held and enjoyed by ASSIGNEE for its own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives, to the end of the term or terms for which said patents are granted or reissued, as fully and entirely as the same would have been held and enjoyed by ASSIGNOR, if this Assignment had not been made; together with the right to apply for foreign patents or other forms of protection, and all claims for damages by reason of past infringement of any said patent, with the right to sue for, and collect the same for, its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives.

ASSIGNOR hereby authorizes the Commissioner of Patents and Trademarks of the United States of America and the empowered officials of all other governments to issue any and all patents on said inventions or resulting from said applications, or any divisions thereof, to ASSIGNEE as assignee thereof.

ASSIGNOR hereby covenants that it had full right to convey the entire interest herein assigned, and that it has not executed any agreements in contravention of this Assignment.

ASSIGNOR hereby binds itself, its legal representatives, and assigns, to do, upon ASSIGNEE’S request and at ASSIGNEE’S expense, but without additional consideration to ASSIGNOR hereby or them, all acts reasonably serving to assure that the said inventions and discoveries, the said patent applications and the said patents listed in Annex A, shall be held and enjoyed by ASSIGNEE as fully and entirely as the same could have been held and enjoyed by ASSIGNOR, its legal representatives, and assigns if this Assignment had not been made; and particularly to execute and deliver to ASSIGNEE all lawful application documents including petitions, specifications, and oaths, and all Assignments, disclaimers, and lawful affidavits in form and substance as may be requested by ASSIGNEE; to communicate to ASSIGNEE all facts known to ASSIGNOR relating to said inventions and discoveries or the history thereof; to furnish ASSIGNEE with any and all documents, photographs, models, samples, and other physical exhibits in the control of ASSIGNOR, its legal representatives, or assigns which may be useful for establishing the facts of ASSIGNOR’S conception, disclosures, and reduction to practice of said inventions and discoveries; and to testify as to the same in any interference or other litigation.

LICENSE-BACK

2.1 Mutual Representations and Warranties . Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) it has, and throughout the Term will retain, the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; and

(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

2.2 ASSIGNEE’s Representations and Warranties . ASSIGNEE represents, warrants and covenants that, throughout the Term:

(e) it shall remain the sole and exclusive owner of the entire right, title, and interest in and to the Server Patent or shall ensure, in a form reasonably acceptable to ASSIGNOR, any new owner or co-owner shall take ownership of the Server Patent subject to the terms and conditions herein;

(f)   it has, and will retain, the right to grant the license granted to ASSIGNOR hereunder, and shall not grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right, title, or interest in or to the Server Patent that conflicts with the rights and licenses granted to ASSIGNOR hereunder;

(g) ASSIGNEE shall comply with all applicable laws in connection with the Server Patent, including any disclosure requirements of the United States Patent and Trademark Office, shall timely pay all filing and renewal fees payable with respect thereto.

3. Bankruptcy . All rights and licenses granted to ASSIGNOR under the GRANT are and will be deemed to be rights and licenses to “intellectual property” as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy Code (the “ Bankruptcy Code ”) (11 U.S.C. § 365(n)). ASSIGNOR has all rights, elections, and protections under the Bankruptcy Code and all other bankruptcy, insolvency, and similar laws with respect to the Grant, and the subject matter hereof. Without limiting the generality of the foregoing, ASSIGNEE acknowledges and agrees that, if ASSIGNEE or its estate shall become subject to any bankruptcy or similar insolvency proceeding:

(a) subject to ASSIGNOR’s rights of election under Section 365(n), all rights, licenses, and privileges granted to ASSIGNOR under the Grant will continue subject to the respective terms and conditions hereof, and will not be affected, and ASSIGNEE (in any capacity, including, but not limited to, debtor in possession) and its successors and assigns (including a trustee) shall perform all of the obligations required hereunder to be performed by ASSIGNEE. If ASSIGNEE (in any capacity, including, but not limited to, debtor in possession) and its successors and assigns (including, but not limited to, a Title 11 trustee) rejects its obligations under this Agreement pertaining to the Grant, as provided under the Bankruptcy Code, ASSIGNOR may elect to retain its rights hereunder as provided in the Bankruptcy Code, in which case ASSIGNEE (in any capacity, including, but not limited to, debtor in possession) and its successors and assigns (including, but not limited to, a Title 11 trustee), shall provide to ASSIGNOR a complete duplicate of, or complete access to, as appropriate, all such intellectual property and embodiments of intellectual property, which, if not already in ASSIGNOR’s possession, shall be promptly delivered to ASSIGNOR or its designee.

(b) Option to Acquire Assets in Bankruptcy.

(i) Notice of Transfers . If ASSIGNEE, in any capacity pertaining to insolvency, including, but not limited to, debtor in possession, and its successors and assigns pursuant to any insolvency process, including, but not limited to, a Title 11 trustee, proposes any offer of sale, transfer, hypothecation or further assignment (collectively referred to hereafter as a “Transfer”) of the Assigned Patents to a third party, then ASSIGNEE shall promptly give written notice to ASSIGNOR at least sixty (60) days prior to the closing of such Transfer (such notice to be hereafter refenced as the “Sales Notice”). The Sales Notice shall describe in reasonable detail the material terms and conditions of the proposed Transfer including, without limitation, the nature of such Transfer, the consideration to be paid and the name and address of each prospective purchaser or transferee.

(ii) ASSIGNOR Option . ASSIGNOR shall have an option (the “ASSIGNOR Option”) for a period of fifteen (15) days from receipt of the Sales Notice to elect to purchase the Assigned Patent(s) at the same price and subject to the same material terms and conditions as described in the Sales Notice. ASSIGNOR may exercise the ASSIGNOR Option and, thereby, purchase all or some of the Assigned Patents by notifying the ASSIGNEE in writing before expiration of the fifteen (15) day period as to which Assigned Patents it wishes to purchase. If the ASSIGNOR gives the ASSIGNEE notice that it desires to purchase any of the Assigned Patents, then payment therefore shall be by check or wire transfer against delivery of title to the purchased Assigned Patents properly documented and recorded, at a place agreed upon between the parties and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after the ASSIGNOR’s receipt of the Sales Notice, unless the Sales Notice contemplated a later closing with the prospective third party transferee(s). For avoidance of doubt, the ASSIGNOR Option may solely be exercised in connection with the acquisition of assets sold pursuant to proceedings governed by the Bankruptcy Code or other bankruptcy, insolvency, and similar laws.

4. Abandonment. If ASSIGNEE plans to abandon any issued patent included within the Assigned Patents, ASSIGNEE shall notify ASSIGNOR in writing at least twenty (20) days in advance of the due date of any payment or other action that is required to prosecute and maintain the Assigned Patents, or any of them. Following such notice, ASSIGNOR will have the right, in its sole discretion, to assume control and direction of the prosecution and maintenance of such Assigned Patents at its sole cost and expense in such country, and ASSIGNEE shall, at ASSIGNOR’s written request and sole cost and expense, cooperate with ASSIGNOR to assign to ASSIGNOR such patent.  Effective as of the effective date of any such assignment under this Section, such patent shall no longer be an Assigned Patent.

4.1   Assignee’s Limited License in event of Reversion. As of the effective date of any assignment of a patent application or patent to ASSIGNOR stemming from ASSIGNOR’s exercise of its rights under this Section 4 (such date to be referenced hereafter as the “Reversion Date”), the ASSIGNEE shall have a limited license as described in the immediately following sentence. As of the Reversion Date, ASSIGNOR grants to ASSIGNEE a perpetual, non-exclusive, non-sublicensable, non-transferable, worldwide right and license to continue practicing a patent which, until ASSIGNEE’s abandonment of the same, had been an Assigned Patent.

5. Indemnification. The Parties incorporate herein by reference the APA’s Article III indemnification terms and conditions. For avoidance of doubt, obligations and rights of the ASSIGNOR shall be the same as the Transferor, while obligations and rights of the ASSIGNEE shall be the same as those of the Transferee.

6. Term .

6.1   Term . This Grant is effective as of the Effective Date and, unless terminated earlier in accordance with Section 3, will continue in full force and effect until the expiration of the last to expire valid claim of a Server Patent (the “ Term ”).

6.2   Survival . The rights and obligations of the Parties set forth in this Section and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

7. Governing Law; Submission to Jurisdiction .  

(a) This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.

(b) Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder, or the validity or enforceability or scope of any Licensed Patent claim, or whether a Licensed Product infringes a Valid Claim must be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the County of Santa Clara, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

8. Waiver of Jury Trial . Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

9. Transfer . ASSIGNOR shall not assign or otherwise transfer the Grant, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without ASSIGNEE’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that ASSIGNOR may assign or transfer the Grant without ASSIGNEE’s prior written consent in connection with the sale of all or substantially all of ASSIGNOR’s business to a third party which expressly agrees to Section 6.7 of the APA (Restrictive Covenants) and to all the terms and conditions herein.

10.   Equitable Relief . Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation, and agrees that, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

11.   Attorneys’ Fees . In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

12.   Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, ASSIGNOR and ASSIGNEE have caused this instrument to be executed on the date hereafter indicated.

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Exhibit 10.2

Patent License Agreement*

This Patent License Agreement (“ Agreement ”), dated as of June 27, 2019 (the “ Effective Date ”), is by and between GTX Corp, a Nevada corporation, with offices located at 117 W. 9 ^th Street, Suite 1214, Los Angeles, California 90015 (“ GTX ”), and Inpixon, a Nevada corporation, with offices located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 (“ Inpixon ”) (collectively, the “ Parties ,” or each, individually, a “ Party ”).

WHEREAS , GTX owns all right, title, and interest in and to certain patent filings (the “Licensed Patents”) as more fully defined below and has the right to license the Licensed Patents to Inpixon; and

WHEREAS , Inpixon wishes to practice the Licensed Patents in a particular field of use (the “Field of Use,” as more fully defined below) and GTX is willing to grant to Inpixon a license to and under the Licensed Patents on the terms and conditions set out in this Agreement; and

WHEREAS , the parties have entered into that certain Asset Purchase Agreement dated June 27, 2019 partial consideration for which includes execution by the parties of this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions . For purposes of this Agreement, the following terms have the following meanings:

“ Action ” has the meaning set forth in Section 13.1.

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” for purposes of this Agreement means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the term “control”, “controlled by” and “under common control with” have correlative meanings.

“ Agreement ” has the meaning set forth in the preamble.

“ Auditor ” has the meaning set forth in Section 5.2(a).

“ Bankruptcy Code ” has the meaning set forth in Section 16.2.

“ Business Day ” means a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by Law to be closed for business.

“ Confidential Information ” means all non-public, confidential, or proprietary technical, business or other information of the Disclosing Party, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary, in each case to the extent it is: (a) if in tangible form, marked as confidential; or (b) identified at the time of disclosure as confidential and confirmed in writing as such.

Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information; (y) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; or (z) was received by the Receiving Party from a third party who was not, at the time of receipt, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information.

“ Disclosing Party ” has the meaning set forth in Section 9.1.

“ Field of Use ” means the field(s) listed in Schedule One.

“ Footwear Assignee ” means a third party whose business competes with GTX’s footwear (“smart sole”) product line and other consumer-focused wearables sold by GTX.

“ Governmental Authority ” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board, or bureau thereof, or any court, tribunal, or arbitrator.

“ Improvement ” means any modification of or improvement or enhancement to the technology that is the subject of the Licensed Patents.

“ Indemnitee ” has the meaning set forth in Section 13.1.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“ Licensed Patents ” means the patents and patent applications listed in Schedule Two, all patents issuing from the patent applications listed in Schedule Two, and all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, patent-filings within priority chains thereof, and patent filings claiming priority to patent filings in such priority chains, whether US or foreign, and renewals of any of the foregoing.

“ Losses ” means all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other litigation costs.

“ Party ” has the meaning set forth in the preamble.

“ Payment Statement ” has the meaning set forth in Section 4.1(b).

“ Person(s) ” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“ Quarterly Period ” means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31/the three (3) month period beginning on the first day of the calendar quarter following the Effective Date, and each successive three (3) month period thereafter.

“ Receiving Party ” has the meaning set forth in Section 9.1.

“ Representatives ” means a Party’s and its Affiliates’ employees, officers, directors, consultants, and legal advisors.

“ Rev Share Payments ” has the meaning set forth in Section 4.

“ Subsidiary ” of a Person means a corporation, partnership, limited liability company, or other business entity that is controlled by such Person, and “control” has the meaning given to it in the definition of “Affiliate.”

“ Term ” has the meaning set forth in Section 15.1.

“ Valid Claim ” means a claim of an unexpired issued or granted Licensed Patent, as long as the claim has not been admitted by GTX or otherwise caused to be invalid or unenforceable through reissue, disclaimer, or otherwise, or held invalid or unenforceable by a Governmental Authority of competent jurisdiction from whose judgment no appeal is allowed or timely taken.

2. Grant .

2.1 Scope of Grant . Subject to the terms and conditions of this Agreement, GTX hereby grants to Inpixon and its Affiliates during the Term a non-exclusive, non-sublicensable, worldwide right and license to make, have made, use, offer to sell, sell, and import products and services practicing the Licensed Patents within the Field of Use.

2.2 EULA . For avoidance of doubt, Inpixon may, at its discretion, issue end user license agreements to practice the Licensed Patents to customers purchasing Inpixon products and services which rely on the Licensed Patents.

3. Improvements .

3.1 Notice of Improvements . If GTX files a patent application for any Improvement within two (2) years following the Effective Date, GTX shall provide written notice to Inpixon within twenty (20) Business Days after the filing date of the patent application, with a copy of relevant GTX Confidential Information, including the patent application and such other details of the Improvement as Inpixon reasonably requires to effectively evaluate the Improvement.

3.2 License to Improvements . Inpixon may elect to include any GTX patent application covering an Improvement as a Licensed Patent under this Agreement by providing written notice to GTX within sixty (60) Business Days after receipt of GTX’s notice identifying the Improvement patent application. Each such Improvement patent application will be deemed to be a Licensed Patent effective on Inpixon’s notice to GTX.

4. Share of Litigation, Licensing and Sales Proceeds . GTX shall pay to Inpixon on or before the last Business Day of each Quarterly Period during the Term a share of thirty percent (30%) of: (i) any net settlement proceeds or judgments GTX or any of its Affiliates collects over the preceding Quarterly Period arising from litigation, based on infringement of the Licensed Patents by a third party (including judgments awarded, settlements or related proceeds), (ii) any proceeds, fees or payments GTX or any of its Affiliates collects over the preceding Quarterly Period from licensing the Licensed Patents to third parties, and (iii) any net proceeds from the sale of any Licensed Patents. The foregoing payments from GTX or any of its Affiliates are referred to collectively hereafter as “ Rev Share Payments ”. For avoidance of doubt, reference in this paragraph to “net settlement proceeds or judgments” and “net proceeds from the sale” means amounts left, if any, after satisfaction of reasonable unreimbursed costs, expenses, commissions and fees, including legal and professional fees, incurred in securing a settlement, judgment or sale.

4.1 Payment Terms and Rev Share Statements .  

(a) Within thirty (30) Business Days of the end of such Quarterly Period, GTX shall make all payments in US dollars by wire transfer of immediately available funds to a bank account to be designated in writing by Inpixon. For the purpose of converting the local currency in which any Rev Share Payments arise into US dollars, the rate of exchange to be applied will be the rate of exchange in effect for the last Business Day of the Quarterly Period to which the payment relates as reported in the Wall Street Journal.

(b) On or before the due date for all payments to Inpixon pursuant to Section 4, GTX shall provide Inpixon with a statement (a “ Payment Statement ”) showing for the relevant Quarterly Period:

(i) the gross amount received by GTX or any of its Affiliates; and

(ii) the exchange rate used for calculating any Rev Share Payments.

5. Records and Audit .

5.1 Records . GTX shall keep records reasonably necessary for the calculation of payments to be made to Inpixon hereunder.

5.2 Audit .  

(a) At the reasonable request, and sole expense, of Inpixon within one year after receiving any Payment Statement, GTX shall permit an independent certified public accountant designated by Inpixon and reasonably acceptable to GTX (the “ Auditor ”), to access Inpixon’s records maintained pursuant to Section 5.1 upon advance notice of not less than twenty (20) days to GTX and during GTX’s normal business hours solely, for the purpose of verifying the Rev Share Payments made in connection with such Payment Statement. The Auditor must conduct such audit in a manner designed to minimize disruption of GTX’s normal business operations. All information and materials made available to or otherwise obtained or prepared by or for the Auditor in connection with such audit will be deemed GTX’s Confidential Information and will be subject to the Auditor’s entry, prior to conducting the audit, into a written agreement with GTX containing confidentiality and restricted use obligations at least as restrictive as those set out in Section 9. Inpixon may not exercise this right more than once in any calendar year and the Auditor may only disclose to Inpixon information limited to the accuracy of the Payment Statement and any deficiency in the payment made, or any overpayment.

6. Patent Prosecution and Maintenance .

6.1 Patent Prosecution and Maintenance . Subject to Section 6.2, for each patent application and patent included within the Licensed Patents, GTX shall:

(a) subject to Section 6.2, prepare, file, prosecute, and maintain such Licensed Patents at its cost and expense using reasonable care and skill;

(b) keep Inpixon currently informed of the filing and progress of all material aspects of the prosecution of such patent application and the issuance of patents from any such patent application;

(c) provide Inpixon with a copy of such patent application, amendments thereto, and other related correspondence to and from patent offices, and, to the extent reasonably practicable, permit Inpixon an opportunity to offer its comments thereon before making a submission to a patent office and GTX shall consider in good faith Inpixon’s comments; and

(d) consult with Inpixon concerning any decisions that could affect the scope or enforcement of any issued claims or the potential abandonment of such patent application or patent.

(e) Inpixon shall be responsible for payment of, or reimbursement to GTX for, all reasonable fees and costs, including reasonable attorneys’ fees, incurred, in following Inpixon advice or suggestions pertaining to prosecution and maintenance of any intellectual property in performance of this Agreement; such fees and costs are referenced hereafter as “Inpixon IP Fees,” provided that GTX provides prior written confirmation that GTX will being following such advice or suggestion. The Parties shall negotiate in good faith on the manner, method and timing for payment or reimbursement of Inpixon IP Fees, or if they cannot make other arrangements, GTX may offset Inpixon IP Fees against Rev Share Payments from time to time.

(f) Absent a reasonable and good faith belief that doing so will impair the value of GTX intellectual property or business strategy, GTX shall follow Inpixon advice and suggestions pertaining to prosecution and maintenance of intellectual property in performance of this Agreement.

6.2 Abandonment . If GTX plans to abandon any patent application or patent included within the Licensed Patents, GTX shall notify Inpixon in writing at least twenty (20) days in advance of the due date of any payment or other action that is required to prosecute and maintain such Licensed Patent. Following such notice, Inpixon will have the right, in its sole discretion, to assume control and direction of the prosecution and maintenance of such Licensed Patent at its sole cost and expense in such country, and GTX shall, at Inpixon’s written request and sole cost and expense, cooperate with Inpixon to assign to Inpixon such patent application or patent. Effective as of the effective date of any such assignment under this Section 6.2, such patent application or patent shall no longer be a Licensed Patent.

(a) GTX’s Limited License in event of Reversion . As of the effective date of any assignment of a Licensed Patent to Inpixon stemming from Inpixon’s exercise of its rights under this Section 6.2 (such date to be referenced hereafter as the “Reversion Date”), GTX shall have a limited license as described in the immediately following sentence. As of the Reversion Date, Inpixon grants to GTX a five (5) year, non-exclusive, non-sublicensable, non-transferable, worldwide right and license to continue practicing a patent which, until GTX’s abandonment of the same, had been a Licensed Patent, and which is marked on goods being sold by GTX.

7. Enforcement of Licensed Patents .

7.1 Notice of Infringement or Third-Party Claims . If either Party becomes aware of any suspected infringement of any Licensed Patent by a third party, or any claim that any Licensed Patent is invalid or unenforceable, such Party shall promptly notify the other Party and provide it with all details of such infringement or claim, as applicable, that are known by such Party.

7.2 Right to Bring Action or Defend . GTX shall have the sole right, but not the obligation, to bring an infringement action to enforce any Licensed Patent, defend any declaratory judgment action concerning any Licensed Patent, and take any other lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent from any form of opposition, derivation, interference, declaratory judgment, federal district court, US International Trade Commission or other proceeding of any kind, and control the conduct thereof and be represented by counsel of its own choice therein. GTX has the right to prosecute or defend any such proceeding in GTX’s own name or, if required by applicable Law or otherwise necessary for such purposes, in the name of Inpixon and may join Inpixon as a party if a court of competent jurisdiction determines Inpixon is an indispensable party to such proceeding.

7.3 Inpixon shall and hereby does irrevocably and unconditionally waive any objection to GTX’s joinder of Inpixon to any proceeding described in the immediately preceding paragraph, on any grounds whatsoever, including on the grounds of personal jurisdiction, venue or forum non conveniens .

7.4 March-in Rights . If any suit, action or other proceeding alleging invalidity or noninfringement of any Licensed Patent is brought against Inpixon, GTX, at its option, shall have the right, within thirty (30) Business Days after commencement of such suit, action or other proceeding, to intervene and take over the sole defense of the suit, action or other proceeding at its own expense.

7.5 In the event GTX elects not to take lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent, it shall promptly notify Inpixon and cooperate with Inpixon, at the sole cost and expense of Inpixon, in the protection, enforcement or defense of the Licensed Patent.

7.6 Cooperation, Recovery, and Settlement . In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2:

(a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing; and

(b) any recovery, damages or settlement derived from such suit, action or other proceeding shall be allocated according to the spirit of the provisions set forth in Section 4; and

(c) such Party may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of the other Party, provided that neither Party shall settle any such suit, action, or other proceeding in a manner that adversely affects the rights of the other Party concerning the Licensed Patents, without the other Party’s prior written consent, which consent may not be unreasonably withheld, conditioned or delayed.

8. Compliance with Laws .

8.1 Patent Marking . The Parties shall comply with the patent marking provisions of 35 U.S.C. § 287(a) by marking all products deriving from the Licensed Patents with the word “patent” or the abbreviation “pat.” and either the relevant Licensed Patents or a web address that is freely accessible to the public and that lists the relevant Licensed Patents.

8.2 Recordation of License . If recordation of this Agreement or any part of it with a national or supranational Governmental Authority is necessary for Inpixon to fully enjoy the rights, privileges, and benefits of this Agreement, Inpixon may, at its own expense, record this Agreement or all such parts of this Agreement and information concerning the license granted hereunder with each such appropriate national or supranational Governmental Authority.

9. Confidentiality .

9.1 Confidentiality Obligations . Each Party (the “ Receiving Party ”) acknowledges that in connection with this Agreement it will gain access to Confidential Information of the other Party (the “ Disclosing Party ”). As a condition to being furnished with Confidential Information, the Receiving Party shall, during the Term and thereafter until the expiration of the last to expire Valid Claim of a Licensed Patent in any country:

(a) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement; and

(b) maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 9.2, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who:

(i) have a need to know the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under this Agreement;

(ii) have been apprised of this restriction; and

(iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Section 9, provided further that the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives of, this Section 9.

The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

9.2 Exceptions . If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:

(a) provide prompt written notice to the Disclosing Party so the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under Section 9; and

(b) disclose only the portion of Confidential Information it is legally required to furnish.

If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 9, the Receiving Party shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential Information.

10. Representations and Warranties .

10.1 Mutual Representations and Warranties . Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) it has, and throughout the Term will retain, the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; and

(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

10.2 GTX’s Representations and Warranties . GTX represents and warrants that there is to GTX’s knowledge no settled, pending, or threatened litigation, claim, or proceeding alleging that any Licensed Patent Right is invalid or unenforceable (including any interference, nullity, opposition, inter partes, or post-grant review or similar invalidity or patentability proceedings before the United States Patent and Trademark Office), and it has no knowledge of any factual, legal, or other reasonable basis for any such litigation, claim, or proceeding.

10.3 Inpixon’s Representations and Warranties . Inpixon represents and warrants that it has not received any notice or threat of any claim, suit, action or proceeding, and has no knowledge or reason to know of any information, that could: (a) invalidate or render unenforceable any claim of any Licensed Patent; (b) prove that the products which have been sold or licensed under the Licensed Patents are not covered by any claim of any Licensed Patent; or (c) cause any claim of any Licensed Patent to fail to issue or be materially limited or restricted as compared with its currently pending scope.

11. Disclaimer of Licensor Representations and Warranties . GTX EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY AND SCOPE OF THE LICENSED PATENTS, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR, LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY OR OTHER) OF PRODUCTS RELYING ON THE LICENSED PATENTS, LICENSED KNOW-HOW AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES OR PRACTICES AT ANY TIME MADE AVAILABLE BY GTX INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GTX SHALL HAVE NO LIABILITY WHATSOEVER TO INPIXON OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON INPIXON OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF A PRODUCT COVERED BY A LICENSED PATENT, OR THE PRACTICE OF THE LICENSED PATENTS; (B) THE USE OF OR ANY ERRORS OF OMISSIONS IN ANY KNOW-HOW, TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY GTX; OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.

12. Exclusion of Consequential and Other Indirect Damages . TO THE FULLEST EXTENT PERMITTED BY LAW AND OTHER THAN FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS HEREOF (SET FORTH IN SECTION 9), NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. Indemnification .

13.1 Indemnification by GTX . GTX shall indemnify, defend, and hold harmless Inpixon and its Affiliates, and each of Inpixon’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, an “ Indemnitee ”) against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an “ Action ”) related to, arising out of, or resulting from GTX’s breach of any representation, warranty, covenant, or obligation under this Agreement.

13.2 Indemnification by Inpixon . Inpixon shall indemnify, defend and hold harmless GTX and its Affiliates, and each of GTX’s and its Affiliates’ respective officers, directors, employees, agents, successors and assigns from and against all Losses arising out of or resulting from any third-party Action related to or arising out of or resulting from (a) Inpixon’s breach of any representation, warranty, covenant or obligation under this Agreement, or (b) use by Inpixon of Licensed Patents, or (c) any use, sale, transfer or other disposition by Inpixon of any other products made by use of Licensed Patents.

13.3 Indemnification Procedure . Indemnification Procedure. A Party which believes it is entitled to indemnification shall promptly notify the other Party in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the indemnifying at the indemnifying Party’s sole cost and expense. Subject to provisions addressing the rights to enforce the Licensed Patents described in Section 7, the indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the indemnified Party, to handle and defend the Action, at the indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party or its Affiliates without the indemnified Party’s or its Affiliates’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified Party’s or its Affiliates’ failure to perform any obligations under this paragraph shall not relieve the indemnifying Party of its obligation hereunder except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The indemnified Party and its Affiliates may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

14. Insurance . Prior to using, selling, transferring or otherwise disposing of any product covered under a Licensed Patent (including for the purpose of obtaining regulatory approvals), throughout the Term, and for a period of two (2) years after the Term, each Party shall, at its sole cost and expense, obtain, pay for and maintain in full force and effect commercial general liability and other insurance in commercially reasonable and appropriate amounts that provides coverage concerning product sales covered by the Licensed Patents and contractual liability coverage for each Party’s defense and indemnification obligations under this Agreement. Each Party shall have the other Party named in each policy as an additional insured. Within ten (10) days of a request by either Party, the other Party shall provide certificates of insurance or other reasonable written evidence of all coverages described in this paragraph. Additionally, each Party shall provide the other Party with written notice at least sixty (60) Business Days prior to cancelling, not renewing, or materially changing such insurance.

15. Term and Termination .

15.1 Term . This Agreement is effective as of the Effective Date and, unless terminated earlier as permitted in Section 15.2, will continue in full force and effect until the expiration of the last to expire Valid Claim of a Licensed Patent in any country (the “ Term ”).

15.2 Termination .  

(a) Inpixon may terminate this Agreement at any time without cause, by providing at least twenty (20) Business Days’ prior written notice to GTX; provided, however, such termination shall not relieve Inpixon of any obligations arising prior to the termination date, including but not limited to participation in patent prosecution or maintenance under Section 6 or prosecution or participation in litigation under Section 7 initiated prior to the termination date.

(b) GTX may terminate this Agreement in the event:

(i) Inpixon or any Inpixon Affiliate, during the Term, institutes or actively participates as an adverse party in, or otherwise provides material support to, any action, suit or other proceeding to invalidate or limit the scope of any Licensed Patent claim or obtain a ruling that any Licensed Patent claim is unenforceable or not patentable. In such event, GTX may immediately terminate this Agreement with notice to Inpixon and with no opportunity for Inpixon or the Inpixon Affiliate to cure, and any Rev Share Payments due but not paid as of the termination date shall be forfeit; or

(ii) the Licensed Patents are sold to or acquired by a third party in a transaction reasonably valued at $500,000 or more. In such event, GTX may terminate this Agreement after providing notice of the same to Inpixon and tendering the final Rev Share Payment to Inpixon due from the sale or acquisition of the Licensed Patents.

(c) Either Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within one-hundred and eighty (180) days after receiving written notice thereof.

(d) Either Party may terminate this Agreement, effective immediately, if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

15.3 Effect of Termination . On any expiration or termination of this Agreement:

(a) Inpixon shall immediately cease all activities concerning, including all practice and use of, the Licensed Patents to the extent the Licensed Patents are valid and enforceable;

(b) Obligations by GTX to tender any Rev Share Payments accruing after the expiration or termination date shall cease; and

(c) the Receiving Party shall within fifteen (15) Business Days of the termination or expiration of the Agreement (i) return to the Disclosing Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information; (ii) permanently erase the Disclosing Party’s Confidential Information from its computer systems; and (iii) certify by an officer in a writing to the Disclosing Party that it has complied with the requirements of this paragraph.

15.4 Expiration . At the expiration of the last patent to expire under the Licensed Patents, provided Inpixon is not at that time in breach of this Agreement, Inpixon will have a perpetual, irrevocable, fully paid-up, royalty-free right and license to subsequently make, use, offer to sell, sell, and import in the Field of Use any and all products that were created from the Licensed Patents and neither Party shall have further obligations to the other, including with respect to obligations to make any Rev Share Payments.

15.5 Survival . The rights and obligations of the Parties set forth in this Section 15.5 and Section 1 (Definitions), Section 9 (Confidentiality), Section 10 (Representations and Warranties), Section 11 (Disclaimers), Section 12 (Exclusions of Certain Damages), Section 13 (Indemnification), Section 14 (Insurance) Section 15.3 (Effect of Termination), Section 15.4 (Expiration), and Section 16 (Miscellaneous), and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

16. Miscellaneous .

16.1 Force Majeure . Neither Party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder, except for Licensor’s payment obligations, where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or equipment, loss and destruction of property or any other circumstances or causes beyond such Party’s reasonable control.

16.2 Bankruptcy . All rights and licenses granted by GTX under this Agreement are and will be deemed to be rights and licenses to “intellectual property” as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy Code (the “ Bankruptcy Code ”) (11 U.S.C. § 365(n)). Inpixon has all rights, elections, and protections under the Bankruptcy Code and all other bankruptcy, insolvency, and similar laws with respect to the Agreement, and the subject matter hereof. Without limiting the generality of the foregoing, GTX acknowledges and agrees that, if GTX or its estate shall become subject to any bankruptcy or similar proceeding, subject to Inpixon’s rights of election under Section 365(n), all rights, licenses, and privileges granted to Inpixon under this Agreement will continue subject to the respective terms and conditions hereof, and will not be affected. If GTX or its successor rejects this Agreement, as provided in the Bankruptcy Code, Inpixon shall be entitled to a complete duplicate of, or complete access to, as appropriate, all such intellectual property and embodiments of intellectual property, which, if not already in Inpixon’s possession, shall be promptly delivered to Inpixon or its designee, unless GTX elects to and does in fact continue to perform all of its obligations under this Agreement.

16.3 Further Assurances . Each Party shall, and shall cause their respective Affiliates to, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.

16.4 Independent Contractors . The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

16.5 No Public Statements . Neither Party may issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

16.6 Notices . All notices, requests, consents, claims, demands, waivers, and other communications (other than routine communications having no legal effect) must be in writing and sent to the respective Party at the addresses indicated below (or such other address for a Party as may be specified in a notice given in accordance with this Section):

Notices sent in accordance with this Section 16.6 will be deemed effective: (a) when received or delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the tenth (10 ^th ) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

16.7 Interpretation . For purposes of this Agreement, (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.

Unless the context otherwise requires, references herein to: (x) Sections and Schedules refer to the Sections of and Schedules attached to this Agreement; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

16.8 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16.9 Entire Agreement . This Agreement, together with all Schedules and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule or other document, the following order of precedence will govern: (a) first, this Agreement, excluding its Schedules; and (b) second, the Schedules to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

16.10 Assignment . Without GTX’s prior written consent, Inpixon shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, to a Footwear Assignee. Other than to a Footwear Assignee, Inpixon may freely assign or otherwise transfer all of its rights, or delegate or transfer all of its obligations or performance, under this Agreement without GTX’s consent. GTX may freely assign or otherwise transfer all of its rights, or delegate or transfer all of its obligations or performance, under this Agreement without Inpixon’s consent, to: (i) any Footwear Assignee, (ii) any other assignee or transferee, who pays GTX $500,000 or more for the assignment or transfer, or (iii) any other assignee or transferee who shall provide assurances of its compliance with this Agreement in a form reasonably acceptable to Inpixon. Except as qualified in the immediately preceding sentence, without Inpixon’s prior written consent, GTX shall not grant an exclusive license to the Licensed Patents or assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

16.11 No Third-Party Beneficiaries . This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under, or by reason of this Agreement.

16.12 Amendment; Modification; Waiver . This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.13 Severability . If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.14 Governing Law; Arbitration .  

(a) This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Nevada, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.

(b) Parties shall seek in good faith to resolve disputes informally for thirty (30) days. Any unresolved dispute or controversy relating to this Agreement or the performance of this Agreement (each, a “Dispute”), shall thereafter be resolved by binding arbitration as set forth in this sub-section.

(i) The Party claiming a Dispute shall deliver to the other Party a written notice (a “Notice of Dispute”) that will specify in reasonable detail the dispute that the claiming Party demands to have resolved by arbitration. Any arbitration hereunder shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect.

(ii) The arbitration shall be conducted by one (1) arbitrator mutually agreed to by the Parties, who shall be a retired judge or attorney with no less than ten (10) years of experience in resolving patent license disputes, but if such agreement cannot be reached within ten (10) days of the commencement of the arbitration, then an arbitrator shall be appointed by the AAA.

(iii) The location of the arbitration shall be Los Angeles, CA if the Notice of Dispute is issued by Inponix, and Palo Alto, CA, if the Notice of Dispute is issued by GTX.

(iv) The arbitration proceeding shall be held as soon as practicable but in any event within sixty (60) days of appointment of the arbitrator. Any award rendered by the arbitrator shall be final and binding upon the Parties. Judgment upon any award rendered may be entered in any court having jurisdiction.

(v) The arbitrator shall render a formal, binding, non-appealable resolution and award, along with a written opinion not to exceed ten (10) pages which reasonably explains the ruling, as expeditiously as possible, but not more than forty-five (45) days after the first hearing.

(vi) Each Party shall pay its own expenses of arbitration, and the expenses of the arbitrator shall be equally shared between the Parties unless the arbitrator assesses as part of the award all or any part of the arbitration expenses of a Party (including reasonable attorneys’ fees) against the other Party. A Party may make application to the arbitrator for the award and recovery of its fees and expenses (including reasonable attorneys’ fees).

(vii) This sub-section 16.14(b) shall not prohibit a Party from seeking injunctive relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by any Party which would cause irreparable harm to the other Party.

16.15 Equitable Relief . Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation, and agrees that, in the event of such a breach or threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

16.16 Attorneys’ Fees . In the event that any action, arbitration or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

16.17 Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

19

Exhibit 10.3

GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT

THIS GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT, dated as of June 27, 2019 from GTX Corp, a Nevada corporation (the “Transferor”), with respect to the sale of certain assets of Transferor to INPIXON, a Nevada corporation (together with its successors and assigns, “Transferee”), and is delivered pursuant to that certain Asset Purchase Agreement, dated as of June 27, 2019, by and among Transferor and Transferee (the “APA”). Defined terms used herein without definition have the meanings assigned to such terms in the APA.

KNOW ALL PERSONS BY THESE PRESENTS that, pursuant to the terms and conditions of the APA and for the consideration set forth therein, the receipt and sufficiency of which are hereby acknowledged by Transferor, Transferor hereby sells, conveys, transfers, assigns, and delivers to Transferee all of Transferor’s right, title and interest in and to the Transferred Other Assets in accordance with the APA.

TO HAVE AND TO HOLD the same unto Transferee. Transferor hereby constitutes and appoints Transferee as a true and lawful attorney of Transferor, with full power of substitution, in the name of Transferee or in the name of Transferor, but by and on behalf of and for the sole benefit of Transferee, to demand and receive from time-to-time any and all of the Transferred Other Assets and from time-to-time to institute and prosecute, in the name of Transferor or otherwise on behalf of Transferor, any and all proceedings at law, in equity or otherwise which Transferee may deem necessary or desirable in order to receive, collect, assert or enforce any right, title, benefit or interest of any kind in or to the Transferred Other Assets and to defend and compromise any and all actions, suits or proceedings in respect thereof and to do all such acts and things and execute any instruments in relation thereto as Transferee shall deem advisable. Without limitation of any of the foregoing, Transferor hereby authorizes any authorized representative of Transferee to endorse or assign any instrument, contract or chattel paper relating to the Transferred Other Assets. Transferor hereby agrees that the foregoing appointment made and the powers hereby granted are coupled with an interest and shall be irrevocable by Transferor.

All of the terms and provisions of this General Conveyance, Bill of Sale and Assignment will be binding upon Transferor and its respective successors and assigns and will inure to the benefit of Transferee; provided, that nothing in this General Conveyance, Bill of Sale and Assignment, express or implied, is intended or shall be construed to confer upon or give to any Person other than Transferee and its successors and assigns any rights or remedies under or by reason of this General Conveyance, Bill of Sale and Assignment.

[Signature page follows]

IN WITNESS WHEREOF, Transferee and Transferor have caused this instrument to be signed in their respective names by its respective representatives thereunto duly authorized on the date first above written.

Exhibit 10.4

Patent License Agreement*

This Patent License Agreement (“ Agreement ”), dated as of June 13, 2019 (the “ Effective Date ”), is by and between Inventergy LBS, LLC, a Delaware limited liability company, with offices located at 19925 Stevens Creek Blvd.  Suite 100 Cupertino, CA 95014 (“ LBS LLC ”), and Inpixon, a Nevada corporation, with offices located at 2479 E. Bayshore Road, Suite 195, Palo Alto, CA 94303 (“ Inpixon ”) (collectively, the “ Parties ,” or each, individually, a “ Party ”).

WHEREAS , LBS LLC owns all right, title, and interest in and to certain patent filings (the “Licensed Patents”) as more fully defined below and has the right to license the Licensed Patents to Inpixon; and

WHEREAS , Inpixon wishes to practice the Licensed Patents in a particular field of use (the “Field of Use,” as more fully defined below) and LBS LLC is willing to grant to Inpixon a license to and under the Licensed Patents on the terms and conditions set out in this Agreement;

NOW, THEREFORE , in consideration of the mutual covenants, terms, and conditions set forth herein, for a cash payment by Inpixon to LBS LLC of $100, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions . For purposes of this Agreement, the following terms have the following meanings:

“ Action ” has the meaning set forth in Section 13.1.

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” for purposes of this Agreement means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “controlled by” and “under common control with” have correlative meanings.

“ Agreement ” has the meaning set forth in the preamble.

“ Bankruptcy Code ” has the meaning set forth in Section 16.1.

” Business Day ” means a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by Law to be closed for business.

“ Confidential Information ” means all non-public, confidential, or proprietary technical, business or other information of the Disclosing Party, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential” and any information that, due to the nature of its subject matter or circumstances surrounding its disclosure, would reasonably be understood to be confidential or proprietary, in each case to the extent it is: (a) if in tangible form, marked as confidential; or (b) identified at the time of disclosure as confidential and confirmed in writing as such.

Confidential Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information; (y) was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; or (z) was received by the Receiving Party from a third party who was not, at the time of receipt, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of such information.

“ Disclosing Party ” has the meaning set forth in Section 9.1.

“ Field of Use ” means the field(s) listed in Schedule One.

“ Governmental Authority ” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board, or bureau thereof, or any court, tribunal, or arbitrator.

“ Indemnitee ” has the meaning set forth in Section 13.1.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“ Licensed Patents ” means the patents and patent applications listed in Schedule Two, all patents issuing from the patent applications listed in Schedule Two, and all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, patent-filings within priority chains thereof, and patent filings claiming priority to patent filings in such priority chains, whether US or foreign, and renewals of any of the foregoing.

“ Losses ” means all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other litigation costs.

“ Party ” has the meaning set forth in the preamble.

“ Person(s) ” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“ Quarterly Period ” means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31/the three (3) month period beginning on the first day of the calendar quarter following the Effective Date, and each successive three (3) month period thereafter.

“ Receiving Party ” has the meaning set forth in Section 9.1.

“ Representatives ” means a Party’s and its Affiliates’ employees, officers, directors, consultants, and legal advisors.

“ Subsidiary ” of a Person means a corporation, partnership, limited liability company, or other business entity that is controlled by such Person, and “control” has the meaning given to it in the definition of “Affiliate.”

“ Term ” has the meaning set forth in Section 15.1.

“ Valid Claim ” means a claim of an unexpired issued or granted Licensed Patent, as long as the claim has not been admitted by LBS LLC or otherwise caused to be invalid or unenforceable through reissue, disclaimer, or otherwise, or held invalid or unenforceable by a Governmental Authority of competent jurisdiction from whose judgment no appeal is allowed or timely taken.

2. License Grant . Subject to the terms and conditions of this Agreement, LBS LLC hereby grants to Inpixon and its Affiliates during the Term a non-exclusive, non-sublicensable, worldwide right and license to make, have made, use, offer to sell, sell, and import products and services practicing the Licensed Patents within the Field of Use.

2.1 EULA . For avoidance of doubt, Inpixon may, at its discretion, issue end user license agreements to practice the Licensed Patents to customers purchasing Inpixon products and services which rely on the Licensed Patents.

3. [ RESERVED ]

4. [RESERVED]

5. [RESERVED] .

6. Patent Prosecution and Maintenance .

6.1 Patent Prosecution and Maintenance . Subject to Section 6.2, for each patent application and patent included within the Licensed Patents, LBS LLC shall, subject to Section 6.2, prepare, file, prosecute, and maintain such Licensed Patents at its cost and expense using reasonable care and skill;

6.2 Abandonment . If LBS LLC plans to abandon any patent application or patent included within the Licensed Patents, LBS LLC shall notify Inpixon in writing at least twenty (20) days in advance of the due date of any payment or other action that is required to prosecute and maintain such Licensed Patent. Following such notice, Inpixon will have the right, in its sole discretion, to assume control and direction of the prosecution and maintenance of such Licensed Patent at its sole cost and expense in such country, and LBS LLC shall, at Inpixon’s written request and sole cost and expense, cooperate with Inpixon to assign to Inpixon such patent application or patent. Effective as of the effective date of any such assignment under this Section 6.2, such patent application or patent shall no longer be a Licensed Patent.

7. Enforcement of Licensed Patents .

7.1 Notice of Infringement or Third-Party Claims . If either Party becomes aware of any claim that any Licensed Patent is invalid or unenforceable, such Party shall promptly notify the other Party and provide it with all details of such claim, as applicable, that are known by such Party.

7.2 Right to Bring Action or Defend . LBS LLC shall have the sole right, but not the obligation, to bring an infringement action to enforce any Licensed Patent, defend any declaratory judgment action concerning any Licensed Patent, and take any other lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent from any form of opposition, derivation, interference, declaratory judgment, federal district court, US International Trade Commission or other proceeding of any kind, and control the conduct thereof and be represented by counsel of its own choice therein. LBS LLC has the right to prosecute or defend any such proceeding in LBS LLC’s own name or, if required by applicable Law or otherwise necessary or desirable of LBS LLC for such purposes, in the name of Inpixon and may join Inpixon as a party if a court of competent jurisdiction determines Inpixon is an indispensable party to such proceeding.

7.3 Inpixon shall and hereby does irrevocably and unconditionally waive any objection to LBS LLC’s joinder of Inpixon to any proceeding described in the immediately preceding paragraph, on any grounds whatsoever, including on the grounds of personal jurisdiction, venue or forum non conveniens .

7.4 March-in Rights . If any suit, action or other proceeding alleging invalidity or noninfringement of any Licensed Patent is brought against Inpixon, LBS LLC, at its option, shall have the right, within thirty (30) Business Days after commencement of such suit, action or other proceeding, to intervene and take over the sole defense of the suit, action or other proceeding at its own expense.

7.5 In the event LBS LLC elects not to take lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent, it shall promptly notify Inpixon and cooperate with Inpixon, at the sole cost and expense of Inpixon, in the protection, enforcement or defense of the Licensed Patent.

7.6 Cooperation, Recovery, and Settlement . In the event a Party undertakes the enforcement or defense of any Licensed Patent in accordance with Section 7.2:

(a) the other Party shall provide all reasonable cooperation and assistance, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary to establish standing; and

(b) any recovery, damages or settlement derived from such suit, action or other proceeding shall be applied first in satisfaction of any unreimbursed expenses and legal fees reasonably incurred, and the remainder, if any, shall be treated as described in the immediately following sentence. If the enforcement or defense action was brought by:

(i) LBS LLC, the remainder shall be treated as any other litigation related award, licensing revenue or bounty collected by LBS LLC in the normal course of its business; and

(ii) Inpixon, thirty percent (30%) of the remainder shall be kept by Inpixon, and the balance shall be tendered to LBS LLC.

(c) such Party that is allowed to settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, the other Party will notify the other Party a summary of such settlement..

8. Compliance with Laws .

8.1 Patent Marking . The Parties shall comply with the patent marking provisions of 35 U.S.C. § 287(a) by marking all products deriving from the Licensed Patents with the word “patent” or the abbreviation “pat.” and either the relevant Licensed Patents or a web address that is freely accessible to the public and that lists the relevant Licensed Patents.

8.2 Recordation of License . If recordation of this Agreement or any part of it with a national or supranational Governmental Authority is necessary for Inpixon to fully enjoy the rights, privileges, and benefits of this Agreement, Inpixon may, at its own expense, record this Agreement or all such parts of this Agreement and information concerning the license granted hereunder with each such appropriate national or supranational Governmental Authority.

9. Confidentiality .

9.1 Confidentiality Obligations . Each Party (the “ Receiving Party ”) acknowledges that in connection with this Agreement it will gain access to Confidential Information of the other Party (the “ Disclosing Party ”). As a condition to being furnished with Confidential Information, the Receiving Party shall:

(a) not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Agreement; and

(b) maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 9.2, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the Confidential Information to its Representatives who:

(i) have a need to know the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under this Agreement;

(ii) have been apprised of this restriction; and

(iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Section 9, provided further that the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives of, this Section 9.

The Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information, to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

9.2 Exceptions . If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:

(a) provide prompt written notice to the Disclosing Party so the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under Section 9; and

(b) disclose only the portion of Confidential Information it is legally required to furnish.

If a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 9, the Receiving Party shall, at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential Information.

10. Representations and Warranties .

10.1 Mutual Representations and Warranties . Each Party represents and warrants to the other Party that:

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

(b) it has, and throughout the Term will retain, the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary action of the Party; and

(d) when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable against that Party in accordance with its terms.

10.2 LBS LLC’s Representations and Warranties . LBS LLC represents and warrants that there is to LBS LLC’s knowledge no settled, pending, or threatened litigation, claim, or proceeding alleging that any Licensed Patent Right is invalid or unenforceable (including any interference, nullity, opposition, inter partes, or post-grant review or similar invalidity or patentability proceedings before the United States Patent and Trademark Office) other than a current IPR by the USPTO for one of a the Licensed Patents, and it has no knowledge of any factual, legal, or other reasonable basis for any such litigation, claim, or proceeding at the time of the Effective Date.

10.3 Inpixon’s Representations and Warranties . Inpixon represents and warrants that it has not received any notice or threat of any claim, suit, action or proceeding, and has no knowledge or reason to know of any information, that could: (a) invalidate or render unenforceable any claim of any Licensed Patent; (b) prove that the products which have been sold or licensed under the Licensed Patents are not covered by any claim of any Licensed Patent; or (c) cause any claim of any Licensed Patent to fail to issue or be materially limited or restricted as compared with its currently pending scope.

11. Disclaimer of Licensor Representations and Warranties . LBS LLC EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY AND SCOPE OF THE LICENSED PATENTS, THE ACCURACY, COMPLETENESS, SAFETY, USEFULNESS FOR ANY PURPOSE OR, LIKELIHOOD OF SUCCESS (COMMERCIAL, REGULATORY OR OTHER) OF PRODUCTS RELYING ON THE LICENSED PATENTS, LICENSED KNOW-HOW AND ANY OTHER TECHNICAL INFORMATION, TECHNIQUES, MATERIALS, METHODS, PRODUCTS, PROCESSES OR PRACTICES AT ANY TIME MADE AVAILABLE BY LBS LLC INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LBS LLC SHALL HAVE NO LIABILITY WHATSOEVER TO INPIXON OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON INPIXON OR ANY OTHER PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF A PRODUCT COVERED BY A LICENSED PATENT, OR THE PRACTICE OF THE LICENSED PATENTS; (B) THE USE OF OR ANY ERRORS OF OMISSIONS IN ANY KNOW-HOW, TECHNICAL INFORMATION, TECHNIQUES, OR PRACTICES DISCLOSED BY LBS LLC; OR (C) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.

12. Exclusion of Consequential and Other Indirect Damages . TO THE FULLEST EXTENT PERMITTED BY LAW AND OTHER THAN FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS HEREOF (SET FORTH IN SECTION 9), NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

13. Indemnification .

13.1 Indemnification by LBS LLC . LBS LLC shall indemnify, defend, and hold harmless Inpixon and its Affiliates, and each of Inpixon’s and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, an “ Indemnitee ”) against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an “ Action ”) related to, arising out of, or resulting from LBS LLC’s breach of any representation, warranty, covenant, or obligation under this Agreement.

13.2 Indemnification by Inpixon . Inpixon shall indemnify, defend and hold harmless LBS LLC and its Affiliates, and each of LBS LLC’s and its Affiliates’ respective officers, directors, employees, agents, successors and assigns from and against all Losses arising out of or resulting from any third-party Action related to or arising out of or resulting from (a) Inpixon’s breach of any representation, warranty, covenant or obligation under this Agreement, or (b) use by Inpixon of Licensed Patents, or (c) any use, sale, transfer or other disposition by Inpixon of any other products made by use of Licensed Patents.

13.3 Indemnification Procedure . Indemnification Procedure. A Party which believes it is entitled to indemnification shall promptly notify the other Party in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the indemnifying at the indemnifying Party’s sole cost and expense. Subject to provisions addressing the rights to enforce the Licensed Patents described in Section 7, the indemnifying Party shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the indemnified Party, to handle and defend the Action, at the indemnifying Party’s sole cost and expense. The indemnifying Party shall not settle any Action in a manner that adversely affects the rights of the Indemnified Party or its Affiliates without the indemnified Party’s or its Affiliates’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The indemnified Party’s or its Affiliates’ failure to perform any obligations under this paragraph shall not relieve the indemnifying Party of its obligation hereunder except to the extent that the indemnifying Party can demonstrate that it has been materially prejudiced as a result of the failure. The indemnified Party and its Affiliates may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

14. Insurance . Prior to using, selling, transferring or otherwise disposing of any product covered under a Licensed Patent (including for the purpose of obtaining regulatory approvals), throughout the Term, and for a period of two (2) years after the Term, each Party shall, at its sole cost and expense, obtain, pay for and maintain in full force and effect commercial general liability and other insurance in commercially reasonable and appropriate amounts that provides coverage concerning product sales covered by the Licensed Patents and contractual liability coverage for each Party’s defense and indemnification obligations under this Agreement. Each Party shall have the other Party named in each policy as an additional insured. Within ten (10) days of a request by either Party, the other Party shall provide certificates of insurance or other reasonable written evidence of all coverages described in this paragraph. Additionally, each Party shall provide the other Party with written notice at least sixty (60) Business Days prior to cancelling, not renewing, or materially changing such insurance.

15. Term and Termination .

15.1 Term . This Agreement is effective as of the Effective Date and, unless terminated earlier as permitted in Section 15.2, will continue in full force and effect until the expiration of the last to expire Valid Claim of a Licensed Patent in any country (the “ Term ”).

15.2 Termination .  

(a) Inpixon may terminate this Agreement for convenience by providing at least twenty (20) Business Days’ prior written notice to LBS LLC; provided, however, such termination shall not relieve Inpixon of any obligations arising prior to the termination date, including but not limited to participation in patent prosecution or maintenance under Section 6 or prosecution or participation in litigation under Section 7.

(b) LBS LLC may terminate this Agreement in the event:

(i) Inpixon or any Inpixon Affiliate, during the Term, institutes or actively participates as an adverse party in, or otherwise provides material support to, any action, suit or other proceeding to invalidate or limit the scope of any Licensed Patent claim or obtain a ruling that any Licensed Patent claim is unenforceable or not patentable. In such event, LBS LLC may immediately terminate this Agreement with notice to Inpixon and with no opportunity for Inpixon or the Inpixon Affiliate to cure; or

(ii) all of the Licensed Patents are sold to or acquired by a third party, LBS LLC may terminate this Agreement after providing notice of the same to Inpixon.

(c) Either Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement and fails to cure such breach within one-hundred and eighty (180) days after receiving written notice thereof.

(d) Either Party may terminate this Agreement, effective immediately, if the other Party: (i) is dissolved or liquidated or takes any corporate action for such purpose; (ii) becomes insolvent; (iii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

15.3 Effect of Termination . On any expiration or termination of this Agreement:

(a) Inpixon shall immediately cease all activities concerning, including all practice and use of, the Licensed Patents;

(b) Inpixon’s entitlement to receive any payments stemming from the Licensed Patents shall cease; and

(c) the Receiving Party shall within fifteen (15) Business Days of the termination or expiration of the Agreement (i) return to the Disclosing Party all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information; (ii) permanently erase the Disclosing Party’s Confidential Information from its computer systems; and (iii) certify by an officer in a writing to the Disclosing Party that it has complied with the requirements of this paragraph.

15.4 Expiration . At the expiration of the last patent to expire under the Licensed Patents, provided Inpixon is not at that time in breach of this Agreement, Inpixon will have a perpetual, irrevocable, fully paid-up, royalty-free right and license to subsequently make, use, offer to sell, sell, and import in the Field of Use any and all products that were created from the Licensed Patents and neither Party shall have further obligations to the other.

15.5 Survival . The rights and obligations of the Parties set forth in this Section 15.5 and Section 1 (Definitions), Section 9 (Confidentiality), Section 10 (Representations and Warranties), Section 11 (Disclaimers), Section 12 (Exclusions of Certain Damages), Section 13 (Indemnification), Section 14 (Insurance) Section 15.3 (Effect of Termination), Section 15.4 (Expiration), and Section 16 (Miscellaneous), and any right, obligation, or required performance of the Parties in this Agreement which, by its express terms survive termination or expiration of this Agreement, will survive any such termination or expiration.

16. Miscellaneous .

16.1 Force Majeure . Neither Party shall be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder, where such failure or delay is due to any cause beyond its reasonable control, including strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning or Licensee equipment, loss and destruction of property or any other circumstances or causes beyond such Party’s reasonable control.

16.2 Bankruptcy . All rights and licenses granted by LBS LLC under this Agreement are and will be deemed to be rights and licenses to “intellectual property” as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy Code (the “ Bankruptcy Code ”) (11 U.S.C. § 365(n)). Inpixon has all rights, elections, and protections under the Bankruptcy Code and all other bankruptcy, insolvency, and similar laws with respect to the Agreement, and the subject matter hereof. Without limiting the generality of the foregoing, LBS LLC acknowledges and agrees that, if LBS LLC or its estate shall become subject to any bankruptcy or similar proceeding, subject to Inpixon’s rights of election under Section 365(n), all rights, licenses, and privileges granted to Inpixon under this Agreement will continue subject to the respective terms and conditions hereof, and will not be affected. If LBS LLC or its successor rejects this Agreement, as provided in the Bankruptcy Code, Inpixon shall be entitled to a complete duplicate of, or complete access to, as appropriate, all such intellectual property and embodiments of intellectual property, which, if not already in Inpixon’s possession, shall be promptly delivered to Inpixon or its designee, unless LBS LLC elects to and does in fact continue to perform all of its obligations under this Agreement.

16.3 Further Assurances . Each Party shall, and shall cause their respective Affiliates to, upon the reasonable request, and at the sole cost and expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give full effect to the terms of this Agreement.

16.4 Independent Contractors . The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

16.5 No Public Statements . Neither Party may issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed.

16.6 Notices . All notices, requests, consents, claims, demands, waivers, and other communications (other than routine communications having no legal effect) must be in writing and sent to the respective Party at the addresses indicated below (or such other address for a Party as may be specified in a notice given in accordance with this Section):

Notices sent in accordance with this Section 16.6 will be deemed effective: (a) when received or delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the tenth (10 ^th ) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

16.7 Interpretation . For purposes of this Agreement, (a) the words “include,” “includes,” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole.

Unless the context otherwise requires, references herein to: (x) Sections and Schedules refer to the Sections of and Schedules attached to this Agreement; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

16.8 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

16.9 Entire Agreement . This Agreement, together with all Schedules and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule or other document, the following order of precedence will govern: (a) first, this Agreement, excluding its Schedules; and (b) second, the Schedules to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.

16.10 Assignment . Inpixon shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without LBS LLC’s prior written consent, which consent LBS LLC shall not unreasonably withhold or delay. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Inpixon (regardless of whether Inpixon is a surviving or disappearing entity) shall be deemed to be a transfer of rights, obligations or performance under this Agreement for which LBS LLC’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of Section is void. LBS LLC may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Inpixon’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

16.11 No Third-Party Beneficiaries . This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under, or by reason of this Agreement.

16.12 Amendment; Modification; Waiver . This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16.13 Severability . If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

16.14 Governing Law; Arbitration .  

(a) This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.

(b) Parties shall seek in good faith to resolve disputes informally for thirty (30) days. Any unresolved dispute or controversy relating to this Agreement or the performance of this Agreement (each, a “Dispute”), shall thereafter be resolved by binding arbitration as set forth in this sub-section.

(i) The Party claiming a Dispute shall deliver to the other Party a written notice (a “Notice of Dispute”) that will specify in reasonable detail the dispute that the claiming Party demands to have resolved by arbitration. Any arbitration hereunder shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect.

(ii) The arbitration shall be conducted by one (1) arbitrator mutually agreed to by the Parties, who shall be a retired judge or attorney with no less than ten (10) years of experience in resolving patent license disputes, but if such agreement cannot be reached within ten (10) days of the commencement of the arbitration, then an arbitrator shall be appointed by the AAA.

(iii) The location of the arbitration shall be Los Angeles, CA if the Notice of Dispute is issued by Inpixon, and Palo Alto, CA, if the Notice of Dispute is issued by LBS LLC.

(iv) The arbitration proceeding shall be held as soon as practicable but in any event within sixty (60) days of appointment of the arbitrator. Any award rendered by the arbitrator shall be final and binding upon the Parties. Judgment upon any award rendered may be entered in any court having jurisdiction.

(v) The arbitrator shall render a formal, binding, non-appealable resolution and award, along with a written opinion not to exceed ten (10) pages which reasonably explains the ruling, as expeditiously as possible, but not more than forty-five (45) days after the first hearing.

(vi) Each Party shall pay its own expenses of arbitration, and the expenses of the arbitrator shall be equally shared between the Parties unless the arbitrator assesses as part of the award all or any part of the arbitration expenses of a Party (including reasonable attorneys’ fees) against the other Party. A Party may make application to the arbitrator for the award and recovery of its fees and expenses (including reasonable attorneys’ fees).

(vii) This sub-section 16.14(b) shall not prohibit a Party from seeking injunctive relief from a court of competent jurisdiction in the event of a breach or prospective breach of this Agreement by any Party which would cause irreparable harm to the other Party.

16.15 Equitable Relief . Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable harm, for which an award of damages would not be adequate compensation, and agrees that, in the event of such a breach the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

16.16 Attorneys’ Fees . In the event that any action, arbitration or other legal or administrative proceeding is instituted or commenced by either Party hereto against the other Party arising out of or related to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing Party.

16.17 Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

16

Exhibit 10.5

CONSULTING AGREEMENT

THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED

INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i)

NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE

COMPANY IF PUBLICLY DISCLOSED

This Consulting Agreement (“ Agreement ”) is made as of June 27, 2019 (“ Effective Date ”), by and between Inpixon, a Nevada corporation (“ Company” ), and GTX Corp, (“ Consultant ”), having its principal place of business at 117 W. 9th Street, Suite 1214, Los Angeles, California, 90015. Consultant and the Company may each be referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement is entered into by the Parties pursuant to that certain Asset Purchase Agreement between the Parties dated as of the Effective Date (the “ APA ”) and is subject to the terms and conditions therein.

In consideration of the terms, conditions, covenants and mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

1.   Services and Payment . During the Term (as defined below) Consultant agrees to undertake and complete the Services (as defined in Exhibit A ) in accordance with the statement of work which is attached as Exhibit A hereto, which will be executed by both Parties (“ Statement of Work ”). The Company will pay to Consultant the fees and reimburse Consultant for the expenses as set forth in the Statement of Work. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Company (“ Consultant Personnel ”). Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party in connection with the provision of the Services. The Parties acknowledge and agree that they are the parties to that certain Agreement for the Exchange of Information on a Confidential Basis, dated as of January 2, 2019 (the “ NDA ”) and that any “INFORMATION” (as defined in the NDA) disclosed in connection with this Agreement is subject to the terms of the NDA.

2.   Ownership; Rights; Proprietary Information; Publicity .

a.   Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) included or incorporated into any inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, and ideas made or conceived or reduced to practice, in whole or in part, by Consultant or Consultant Personnel in connection with the Services (collectively, “ Inventions ”). Consultant will promptly disclose and provide all Inventions to Company and will keep adequate and current written records of all Inventions, which records shall be available to and shall remain the sole property of Company. Consultant hereby makes, and agrees to make in the future, all assignments necessary to accomplish the foregoing ownership. Consultant represents, warrants, and covenants that Consultant has obtained or will obtain, prior to having any particular Consultant Personnel perform Services, an assignment of such Consultant Personnel’s rights in Inventions as needed to give effect to Company’s ownership as contemplated above; provided that no assignment is made that extends beyond what is allowed under applicable law. Consultant shall assist Company (and, where applicable, shall cause Consultant Personnel to assist Company), at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agent and attorney-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the provisions of this Section 2.a with the same legal force and effect as if executed by Consultant.

b.   If any part of the Services or Inventions incorporates any technology or intellectual property rights owned or licensed by Consultant and not assigned hereunder, and such Services or Invention cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating such technology or intellectual property rights, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

d.  Consultant represents that its performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by Consultant prior or subsequent to the commencement of Consultant's consultant relationship with the Company, and Consultant will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any previous client or any other party other than as may be permitted pursuant to any agreement with any such previous client or other party. Consultant will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any previous client or any other party other than as may be permitted pursuant to any agreement with any such previous client or other party.

e. Consultant recognizes that the Company has received and, in the future, will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Upon the Company informing Consultant of what information constitutes such confidential or proprietary information, Consultant agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Consultant's work for the Company consistent with the Company’s agreement with such third party other than as may be required by applicable law. In the event Consultant believes applicable law requires disclosure of such confidential or proprietary information, prior to making such disclosure Consultant shall notify Company of such belief and afford Company a reasonable opportunity to take protective action.

3.  Warranty and other Obligations . Consultant warrants that: (i) the Services will be free from material defects and will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and (iii) Consultant has the full right to allow itself to provide Company with the assignments and rights provided for herein; (iv) Consultant shall comply in all material respects with all applicable laws and Company safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect. To the maximum extent permitted by law, Consultant shall unconditionally indemnify, hold harmless and defend Company and all of its directors, officers, employees, and agents from and against all claims, losses, injury, damage, withholdings and legal liability, including attorney’s fees and litigation costs (collectively, “ Damages ”), caused by the negligence, fault, error or omission of Consultant, its agents or representatives, and Damages resulting from the breach of any provisions of this Agreement by the Consultant, its agents or representatives, other than to the extent such Damages result from the negligence, fault, error or omission of the Company, its agents or representatives. To the maximum extent permitted by law, the Company shall unconditionally indemnify, hold harmless and defend Consultant and all of its directors, officers, employees, and agents from and against all Damages caused by the negligence, fault, error or omission of the Company, its agents or representatives, and Damages resulting from the breach of any provisions of this Agreement by the Company, its agents or representatives, other than to the extent such Damages result from the negligence, fault, error or omission of the Consultant, its agents or representatives. Such indemnity shall extend to all claims, losses, injury, damage, withholdings and legal liability arising from or related to any infringement or violation of any patent, copyright, trade secret, license or other property or contractual right of any third party.

4.  Term and Termination . This Agreement shall commence upon the Effective Date and shall continue in effect until (i) terminated pursuant to this Section 4 or (ii) the 180 ^th day following the Effective Date, which date may be extended by the Company and Consultant, each in their sole discretion (the “ Term ”). Each of the Company or Consultant may terminate this Agreement at any time upon 30 calendar days’ written or email notice if the other Party breaches a material provision of this Agreement which is not cured during the notice period. Upon any termination by the Company, the Company shall upon such termination pay Consultant, within 30 calendar days of the notice date, all unpaid, undisputed amounts due for the Services completed prior to the notice of such termination. Sections 2 through 12 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration of this Agreement.

5.  Relationship of the Parties; Independent Contractor; No Employee Benefits . Notwithstanding any provision hereof, Consultant is an independent contractor, and neither Consultant nor any Consultant Personnel is an employee, agent, partner or joint venture of Company, and neither Consultant nor any Consultant Personnel shall bind or attempt to bind Company to any contract. Consultant shall accept any directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Neither Consultant nor any Consultant Personnel shall be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant or any Consultant Personnel. Consultant will be solely responsible for the performance of all Consultant Personnel, for compensating such Consultant Personnel, and for complying with all laws and regulations applicable to its relationships with such Consultant Personnel. Without limiting the foregoing, Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by Consultant or its employees or independent contractors. Consultant agrees to indemnify Company from all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, because of the foregoing or any breach of this Section 5. Consultant shall be responsible for any breaches of this Agreement by its employees and agents.

6.  Assignment . Neither Party shall have the right to assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, and any attempt to do so shall be void and of no force or effect.

7.  Notice . Any notices under this Agreement shall be given in accordance with the provisions set forth in the APA.

8.  Non-Competition . The Parties acknowledge the non-competition covenant contained within Section 6.7 of the APA and agree to abide by same.

9.  Publicity . Neither Party shall make any public announcements or engage in any marketing or promotion concerning this Agreement, or the work performed hereunder without the advance written consent of other Party, other than as may be required by applicable law.

10.  Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without application of the conflicts of laws provisions therein.

11.  Arbitration . Any dispute or claim arising out of or in connection with any provision of this Agreement will be finally settled by binding arbitration in the State of California, County of San Mateo. The arbitrator shall be jointly selected by the Parties, and the arbitration hearing conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction located within the State of California, County of San Mateo for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this arbitration provision. If any court or arbitrator finds that any term makes this arbitration agreement unenforceable for any reason, the court or arbitrator shall have the power to modify such term to the minimum extent necessary to make this arbitration agreement enforceable and, to the extent this arbitration agreement as a whole is deemed unenforceable for any reason, the Parties agree that the venue of any litigation or dispute between the Parties shall be exclusively in San Mateo County, California. This Section 11 shall supersede the provisions of the APA as to any resolution of disputes hereunder.

12.  Miscellaneous . This Agreement, the NDA and the APA set forth the entire and exclusive understanding of the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, whether written or oral, with respect to its subject matter. Any breach of this Agreement will cause irreparable harm to a Party for which damages would not be an adequate remedy, and therefore, such Party will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. In any action or proceeding to enforce rights under this Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF , the undersigned have entered into this Agreement as of the Effective Date.

EXHIBIT A

FORM OF

Statement of Work

This Statement of Work is issued under and subject to all of the terms and conditions of the Consulting Agreement dated as of June 27, 2019, by and between Company and Consultant.

SERVICES

Company hereby engages Consultant in order to assist with the transition of the business assets Company is contemporaneously acquiring from Consultant. The Services will be as requested from time to time by Company and based, in whole or in part, upon information made available by the Company to Consultant during this engagement.

The Services will be performed by Patrick Bertagna and Andrew Duncan, who shall each spend up to 40 hours per month, but no fewer than 20 hours each per month, performing the Services as requested by the Company.

FEES /EXPENSES

Fees

In exchange for the Services, Company shall pay to Consultant a fee in the amount of $15,000 per month for the Services performed.

Commission

In addition to the Fees described immediately above, Company shall pay to Consultant commissions equal to 5% of revenues collected by the Company during the 180 days period commencing on the Effective Date which are derived from (a) the currently pending proposal with [****] pertaining to the Smart School Security Network (SSSN), as that term is used within the APA, or (b) any other customer originally introduced to Inpixon by GTX from the purchase of solutions offered by Inpixon using the assets acquired in connection with the APA, regardless of any earlier termination of this Agreement and the Term.

Expenses

Company will reimburse Consultant for out of pocket expenses reasonably incurred by Consultant in connection with the performance of the Services such as, for example, travel to and from a customer site. Company will not reimburse Consultant for ordinary office or business expenses. All reimbursable expenses must be pre-approved in writing by Nadir Ali or a member of the Company’s executive management staff. An itemized expense statement must be submitted, including substantiating receipts, with monthly invoice, if applicable.

IN WITNESS WHEREOF , the undersigned have entered into this Statement of Work as of the Effective Date.

Exhibit 10.6

GTX CORP.

PROMISSORY NOTE

GTX Corp., a Nevada corporation (the “ Company ”), for value received, hereby promises to pay to Inpixon, a Nevada corporation, or its assigns (the “ Holder ”), up to an aggregate sum of [Fifty Thousand Dollars ($50,000)] or such other lesser amount as shall then equal the outstanding principal amount hereof (the “ Principal Amount ”), plus all accrued unpaid interest, as set forth below, on the earlier to occur of (i) [________] ¹ or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below) (the “ Maturity Date ”). This Note is issued as of the Issue Date set forth above, pursuant to the terms of that certain Asset Purchase Agreement, dated as of June 27, 2019 (the “ Agreement ”), by and between the Company and the Holder.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1.  Definitions . Any capitalized term not otherwise defined herein shall have the meaning set forth in the Agreement. As used in this Note, the following terms, unless the context otherwise requires, shall have the following meanings:

(i)  “ Company ” shall also include any corporation that, to the extent permitted by this Note, succeeds to, or assumes the obligations of, the Company under this Note.

(ii)  “ Holder ”, when the context refers to a holder of this Note, shall mean any person who shall at the time be the holder of this Note.

2.  Payments. All payments for amounts due under this Note shall be made by wire transfer of immediately available funds, in lawful tender of the United States, to an account designated in writing by the Holder, and all payments in cash shall be applied first to the Interest Amount (as defined below) and thereafter to the Principal Amount.

3.  Interest . Interest on the Principal Amount will accrue beginning on the date that is the earlier of (i) 180 days from the Issue Date and (ii) the Registration Effective Date, with respect to any outstanding portion of the Principal Amount, at the rate of five percent (5%) per annum (the “ Interest Rate ”). All accrued unpaid interest (the “ Interest Amount ”) shall be due and payable to the Holder on the Maturity Date. Upon the occurrence of an Event of Default (as defined below), interest shall accrue on the outstanding Principal Amount of this Note at the lesser of the rate of ten percent (10%) per annum or the maximum rate permitted by applicable law. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound annually, and shall be payable in accordance with the terms of this Note. Interest payments shall be payable in cash via wire transfer as set forth in Section 2.

4.  Events of Default . If any of the events specified in this Section 4 shall occur (herein individually referred to as an “ Event of Default ”), the Holder of this Note may, provided such condition exists, declare the entire Principal Amount and Interest Amount hereon immediately due and payable, by written notice to the Company:

(i)  Any failure by the Company to pay any of the Principal Amount or Interest Amount on this Note when due hereunder, and such failure continues for ten (10) days after written notice to the Company thereof; or

(ii)  The institution by the Company of proceedings to adjudicate the Company as bankrupt or insolvent, or the consent by the Company to the institution of such proceedings; the filing by the Company of a petition, answer or consent seeking reorganization or release under the federal Bankruptcy Act or any other applicable federal or state law, or the consent by the Company to the filing of any such petition; the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property; or the making of an assignment by the Company for the benefit of creditors, or the taking of any corporate action by the Company in furtherance of any such action; or

(iii)  The commencement of an action against the Company seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation; unless , (a) within sixty (60) days after such commencement, the action has been resolved in favor of the Company, or all orders or proceedings thereunder affecting the operations or the business of the Company have been stayed; provided , however, that the stay of any such order or proceeding has not thereafter been set aside, or (b) within sixty (60) days after the appointment of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, without the consent or acquiescence of the Company thereto, such appointment is vacated.

(iv)  A breach or default by the Company of any provision of the Agreement or the Transaction Documents that is not cured in accordance with the terms of the governing document.

5.  Prepayment . This Note may be prepaid by the Company at any time without penalty or premium, in whole or in part.

6.  Assignment . Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder of this Note shall be binding upon, and benefit the successors and assigns of, the Company and the Holder.

7.  Waiver and Amendment . Any provision of this Note may be amended, waived or modified upon the written consent of both the Company and the Holder.

8.  Transfer of This Note . Holder may not transfer this Note or any right, title or interest herein, without the prior written consent of the Company, which consent shall not be unreasonably withheld.

9.  Notices . Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed given to a person designated below when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by e-mail or facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address or facsimile number or person as may be designated by notice to the other persons):

2479 E. Bayshore Road, Suite 195

Palo Alto, CA 94303

Attn: Nadir Ali

E-mail:nadir.ali@inpixon.com

with a copy (which shall not constitute notice) to:

Mitchell Silberberg & Knupp LLP

437 Madison Avenue, 25 ^th Floor

New York, NY 10022

Attn: Melanie Figueroa, Esq.

E-mail: mxf@msk.com

117 W. 9th Street, Suite 1214

Los Angeles, CA, 90015

Attn: Patrick Bertagna, CEO

E-mail: pbertagna@gtxcorp.com

with a copy (which shall not constitute notice) to:

Anthony L.G., PLLC

Attn: Laura Anthony

625 N. Flagler Drive, Suite 600

West Palm Beach, FL 33401

Email: lanthony@anthonypllc.com

10.  Usury. This Note is hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity of the loan evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder hereunder for the loan, use, forbearance or detention of money exceed that which is permissible under applicable law. If at any time the performance of any provision of this Note or of any other agreement or instrument entered into in connection with this Note involves a payment exceeding the limit of the interest that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the obligation to be performed shall be reduced to such limit, it being the specific intent of the Company and the Holder that all payments under this Note are to be credited first toward the payment of interest, but not in excess of the lesser of (i) the agreed upon Interest Rate as set forth herein or (ii) that which is permitted by law; and payments shall thereafter be credited toward the reduction of the outstanding Principal Amount.

The provisions of this Section 10 shall under no circumstances be superseded or waived and shall control every other provision of this Note and all other agreements and instruments entered into between the Company and the Holder in connection with this Note.

11.  Governing Law . In all respects, including all matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to principles thereof relating to conflicts or choice of law.

12.  Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

13.  Waiver. Other than as specifically set forth and required above, the Company hereby waives default, demand for payment, notice, presentment, protest and notice of nonpayment or dishonor and all other notices or demands relating to this instrument.

[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Note to be issued as of the date first written above.

Palo Alto, CA 94303

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